PERNOD-RICARD - Notice of meeting 2021
9. ___ DRAFT RESOLUTIONS
TWENTY-FOURTH RESOLUTION ____ Delegation of authority to be granted to the Board of Directors to decide to increase the share capital subject to the limit of 2% through the issue of shares or securities granting access to the share capital, reserved for members of company saving plans, with cancellation of Preferential Subscription Right in favour of the members of such savings plans Having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with articles L. 225-129, L. 225-129-2 to L. 225-129-6, L. 22-10-49 and L. 225-138-1 of the French Commercial Code and articles L. 3332-1 et seq. of the French Employment Code, the Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary Shareholders’ Meetings: delegates its authority to the Board of Directors, with the option for it to delegate these powers in turn under the conditions set by law, to decide to increase the share capital, on one or more occasions, in the proportions and at the times it considers appropriate, through the issue of shares or securities granting access to the share capital reserved for members of one or more employee savings plans (or any other members’ plan for which article L. 3332-18 of the French Employment Code authorises a reserved share capital increase under equivalent terms) which may be put in place within the Group consisting of the Company and the French or foreign entities falling within the scope of consolidation of the Company’s financial statements pursuant to article L. 3344-1 of the French Employment Code; resolves to set the maximum nominal amount of capital increases that may be carried out in this respect at 2% of the Company’s share capital at the close of this Shareholders’ Meeting, it being specified that: this limit is shared with that of the 25 th resolution of this Shareholders’ Meeting, to this limit shall be added, if applicable, the nominal amount of any shares that may be issued, in respect of adjustments made to preserve, in accordance with the law and regulations and, where applicable, contractual provisions providing for other adjustments, the rights of holders of securities granting access to the capital, as well as the recipients of stock options (both purchase and subscription plans) or free allocations of shares, the nominal amount of capital increases made pursuant to this authorisation will be deducted from the maximum amount of capital increases with cancellation of the Preferential Subscription Right set by the 16 th resolution of this Shareholders’ Meeting, as well as from the Overall Limit for capital increases set by the 15 th resolution of the same Shareholders’ Meeting; resolves that the issue price of new shares or securities granting access to the share capital will be determined in accordance with the conditions provided for in article L. 3332-19 of the French Employment Code and may not be more than 20% lower than the average of the closing listed prices of the Pernod Ricard share recorded over the 20 trading sessions preceding the date of the decision setting the opening date of the subscription period for the capital increase reserved for the members of an employee savings plan (the “Reference Price”), nor exceed such average; however, the Shareholders’ Meeting expressly authorises the Board of Directors, if it deems appropriate, to reduce or cancel the aforementioned discount, within legal and regulatory limits, in order to take into account, in particular, the legal, accounting, tax and social security treatments that apply locally;
resolves that the Board of Directors will have all powers to grant the aforementioned beneficiaries, free of charge, in addition to the shares or securities granting access to the capital to be subscribed in cash, shares or securities granting access to the capital to be issued or already issued, in substitution for all or part of the discount on the Reference Price and/or special contribution, it being specified that the benefit resulting from this allocation may not exceed the limits provided for by law or regulations pursuant to articles L. 3332-1 to L. 3332-24 of the French Employment Code; resolves to cancel, in favour of the aforementioned beneficiaries, the shareholders’ Preferential Subscription Right to the shares that are the subject of this authorisation; the aforementioned shareholders furthermore waiving all rights to the free allocation of shares or securities granting access to the share capital that may be issued pursuant to this resolution as well as the shares to which the securities will grant entitlement; resolves that the Board of Directors shall have all powers to implement this delegation, with the option for it to delegate these powers in turn under the conditions provided for by law, within the limits and under the conditions specified above in order, in particular: to draw up, under the conditions provided for by law, the list of companies for which members of an employee savings plan may subscribe to shares or securities granting access to the capital issued in this way, and benefit, where applicable, from the free allocation of shares or securities granting access to the capital, to decide whether subscriptions may be carried out directly or via the intermediary of company mutual funds or other structures or entities permitted by the provisions of the applicable law or regulations, to determine the conditions, in particular in respect of length of service, to be met by the beneficiaries of capital increases, to set the start and end dates of subscription periods, to set the amounts of the issues that will be made pursuant to this authorisation and, in particular, decide on the issue prices, dates, time periods, terms and conditions of subscription, payment, delivery and dividend entitlement (which may be retroactive), as well as the other characteristics, terms and conditions of the issues, within the limits set by law and regulations in force, in the event of a free allocation of shares or securities granting access to the share capital, to set the number of shares or securities granting access to the capital to be issued, the number to be granted to each beneficiary, and decide on the dates, time periods, terms and conditions of allocation of such shares or securities granting access to the share capital within the limits provided for by applicable law and regulations and, in particular, choose either to substitute, in full or in part, the allocation of such shares or securities granting access to the capital for the discounts on the Reference Price provided for above, or to deduct the equivalent value of these shares from the total amount of the special contribution, or to use a combination of these two possibilities, to record the completion of the capital increases for the amount corresponding to the shares subscribed (after any reduction in the event of over-subscription), to offset, where applicable, the costs of the capital increases against the amount of the related share premiums and deduct from the amount of such share premiums the sums required to raise the legal reserve to one-tenth of the new share capital following these capital increases,
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NOTICE OF MEETING 2021
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